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Management Board

The management board is responsible for managing the company's on-going business, e.g. making economic decisions, representing the company before administrative or government authorities or signing agreements with other entities.

Currently the Management Board of PGE Polska Grupa Energetyczna consists of six people

Henryk BaranowskiCEO & President of the Management Board

Expirience: Former Director for Business Development, and later as the Director for Sales and Marketing of Energy Sector at Alstom Power Polska. From 2006 to 2008 held a position of the Vice-President of the Management Board in PGE. From November 2015 till March 2016 the Undersecretary of the State in the Ministry of State Treasury supervising works of Key Companies Department and Corporate Governance Department.

Marek PastuszkoVice-President for Corporate Affairs

Expirience: Former Director of Law Section at the Organization Department of PGE and Task Manager of PGE IPO Project. Afterwards President of the Management Board at PGE Energia. Subsequently legal counsel at Bird & Bird. Since May 2010 Deputy Director of Legal Department at GAZ-SYSTEM S.A.

Ryszard WasiłekVice-President for Operations

Former President of the Management Board of a district heating company Przedsiębiorstwo Energetyki Cieplnej Sp. z o.o. in Stargard. Previously acting in local government as Deputy President of Stargard, responsible for economic policy and afterwards as a Chairman and CEO of KielArt.

Emil WojtowiczVice-President for Finance

Expirience: CFO In years 2007-2008 he held the position of Vice-President of the Management Board in PGE, supervising finance department. During IPO of PGE responsible for the preparatory process. Consulting background in Deloitte and Ernst & Young.

Wojciech KowalczykVice-President for Capital Investments

Expirience: Former Secretary and Undersecretary of the State in Ministries of Economy, State Treasury and Energy – by 2016 the Government Plenipotentiary for the restructuring of coal mining. In years 2012-2014 Undersecretary of the State in Ministry of Finance. Previously employed in banking sector in BGK, (i.a. as a Vice-President), Bank Handlowy and Merrill Lynch International in London.

Paweł ŚliwaVice-President for Innovations

Expirience: In years 2002-2016 he ran a Law Firm in Gorlice. Since October 2010 a councilor in legislative assembly of Małopolskie voivodship. In years 2005-2012 run a Solicitor's Partnership in Gorlice. In years 2006-2007 he held the position of Vice-Chairman of the Supervisory Board of Ruch S.A.

The management board of a public limited company conducts the company's affairs and represents it in all activities in and outside of court. The management board is responsible for managing the company's on-going business, e.g. making economic decisions, representing the company before administrative or government authorities or signing agreements with other entities. The activities of the management board and the achievement of objectives are monitored by the supervisory board, and the company's annual ordinary general meeting adopts resolutions on votes of approval - an evaluation of the work performed by management board members in the last financial year. The Management Board of PGE Polska Grupa Energetyczna S.A. counts from one to seven members, including the President; other members serve as Vice-Presidents. Management Board members are appointed for a joint term, which lasts three years. The Management Board or individual members of the Management Board are appointed and recalled by the Supervisory Board.

At PGE Polska Grupa Energetyczna S.A., the Management Board's competences include all matters related to the conducting of the Company's affairs such as are not reserved by law or the articles of association for the General Meeting or the Supervisory Board.

Co-operation of two Members of the Management Board or one member of the Management Board with a proxy is required to make statements on behalf of the Company. The modus operandi of the Management Board and internal division of competence among Management Board members as regards managing the Company’s affairs are specified in regulations of the Management Board (available at the Company's website).

Management Board resolutions are required in the following instances:

the Company's acquisition or disposal of the following components of assets: real property, perpetual usufruct, interest in real property or perpetual usufruct, shares, interests or other participation rights,

incurring credits and loans,

granting sureties and guarantees by the Company and issuance of promissory notes,

making donations and releasing from debts,

concluding agreements not related to the Company's business activities specified in § 3 sec. 1 of the articles of association,

appointing commercial proxies,

appointing Company proxies authorised to incur liabilities with a value exceeding EUR 100 000, excluding (i) the powers of attorney to conclude agreements or incur liabilities related to trade in electricity and gas, related products and rights related thereto, and related to the purchase and sale of fuels and raw materials (ii) powers of attorney ad litem,

determining the method of exercising the voting right at general meetings or general meetings of the companies in which the Company holds shares or interests,

making advance payments towards planned dividends,

approving the materials submitted by the Management Board to the Supervisory Board.

Regardless of the above mentioned matters, resolutions of the Management Board are required for any matter referred by the Management Board to the Supervisory Board or the General Meeting.

Composition of the Management Board in 2016 and 2017.

From January 1 to 29, 2016, the Management Board had the following membership:

First and last name

Management Board member

Position

Marek Woszczyk

President of the Management Board

Jacek Drozd

Vice-President of the Management Board for Corporate Affairs

Dariusz Marzec

Vice-President of the Management Board for Development

Grzegorz Krystek

Vice-President of the Management Board Operations and Trade

On January 29, 2016 the Supervisory Board dismissed Jacek Drozd and Mr. Dariusz Marzec from the Management Board and delegated Marek Pastuszko, appointed to the Supervisory Board by the statement of the Minister of the State Treasury on January 28, 2016, to temporarily perform the duties of the Vice-President of the Management Board for the 3-month period.

On February 25, 2016 the Supervisory Board cancelled delegation of Marek Pastuszko to temporarily perform the duties of the Member of the Management Board and the Supervisory Board appointed him as a member of the PGE’s Management Board entrusting him the position of the Vice-President for Corporate Affairs.

On February 26, 2016 the Supervisory Board appointed Emil Wojtowicz to the Management Board as from March 15, 2016 entrusting him the position of the Vice-President for Finance and appointed Ryszard Wasiłek to the Management Board of office as from March 7, 2016 entrusting him the position of the Vice-President for Development.

On March 2, 2016 Marek Woszczyk and Mr. Grzegorz Krystek submitted resignations from their positions in the Management Board as from March 30, 2016.

On March 22, 2016 Paweł Śliwa submitted his resignation from the Supervisory Board and the Supervisory Board appointed four members of the Management Board as from March 31, 2016:

Henryk Baranowski, entrusting him the position of President of the Management Board;

Marta Gajęcka, entrusting her the position of the Vice-President for Market Development and International Relations;

Bolesław Jankowski, entrusting him the position of the Vice-President for Trade;

Paweł Śliwa, entrusting him the position of the Vice-President for Innovation.

As at December 31, 2016, the Company's Management Board was composed as follows:

First and last name

Management Board member

Position

Henryk Baranowski

President of the Management Board from March 31, 2016

Marta Gajęcka

Vice-President of the Management Board for Market Development and International Relations from March 31, 2016

Bolesław Jankowski

Vice-President of the Management Board for Trade from March 31, 2016

Marek Pastuszko

Vice-President of the Management Board for Corporate Affairs from February 25, 2016

Paweł Śliwa

Vice-President of the Management Board for Innovation from March 31, 2016

Ryszard Wasiłek

Vice-President of the Management Board for Development from March 7, 2016

Emil Wojtowicz

Vice-President of the Management Board for Finance from March 15, 2016

On February 13, 2017, the Supervisory Board adopted resolutions on the dismissal from the 9th term of the Management Board, as of February 13, 2017, of:

Henryk Baranowski, President of the Management Board;

Marta Gajęcka, Vice-President of the Management Board for Market Development and International Relations;

Bolesław Jankowski, Vice-President for Trade;

Marek Pastuszko, Vice-President for Corporate Affairs;

Paweł Śliwa, Vice-President for Innovation;

Ryszard Wasiłek, Vice-President for Development;

Emil Wojtowicz, Vice-President for Finance.

At the same time, on February 13, 2017, the Company's Supervisory Board adopted resolutions on the appointment for the 10th term of the Management Board, as of February 14, 2017, of:

Henryk Baranowski as President of the Management Board;

Wojciech Kowalczyk as Vice-President for Equity Investments;

Marek Pastuszko as Vice-President for Corporate Affairs;

Bolesław Jankowski as Vice-President for International Affairs;

Paweł Śliwa as Vice-President for Innovation;

Ryszard Wasiłek as Vice-President for Operations;

Emil Wojtowicz as Vice-President for Finance.

Remuneration of Management Board members

In 2016, members of PGE S.A.'s Management Board were remunerated based on Management Services Contracts signed with the Company.

Remuneration of the Board consists of a fixed part and a bonus contingent upon achieving goals set by the Supervisory Board of PGE S.A.

Management Services Contracts contain non-competition clauses which are binding during the term of the contract and following expiration thereof. Management Board members purchased, at their own expense, liability insurance with regard to their managing duties for the Company.

The Act of June 9, 2016 on the principles of determining the amount of remuneration for persons managing certain companies (Dziennik Ustaw of 2016, item 1202 as amended) - so called new Public Sector Salary Cap Act – came into force on September 9, 2016. The new Public Sector Salary Cap Act determines, inter alia, principles for determining remuneration in companies with a stake of the State Treasury (for example PGE), in particular determines the way in which the remuneration of the members of the Management Board and Supervisory Board is set (rules for determining remuneration of the Management Board and Supervisory Board are adopted by the General Meeting and the Supervisory Board adopts resolutions on specific conditions of the management board remuneration), determines obligatory elements of the management services contract signed with the Management Board member as well as rules and conditions for severance pay or the conclusion of a non-competition clause. On December 14, 2016, the Extraordinary General Meeting of the Company, convened on request of the Minister of Energy representing the State Treasury, adopted resolution concerning the principles of determining the amount of remuneration for members of the Management Board of PGE S.A.

Remuneration and benefits received by members of PGE S.A.'s Management Board in 2016

First and last name

Management Board member

Remuneration and benefits received by members of PGE S.A.'s Management Board in 2016

(in PLN)

Henryk Baranowski

640.800,00 1

Jacek Drozd

896.709,64 1, 2

Marta Gajęcka

571.093,55 1

Bolesław Jankowski

571.093,55 1

Grzegorz Krystek

948.000,00 1, 2

Dariusz Marzec

863.903,31 1, 2

Marek Pastuszko

663.639,78 1

Paweł Śliwa

571.093,55 1

Ryszard Wasiłek

626.138,75 1

Emil Wojtowicz

607.790,35 1

Marek Woszczyk

1.068.000,00 1, 2

1 item includes remuneration for the period of service at the Management Board (fixed part),2 item includes remuneration paid for 3 months after termination of Management Services Contracts (dismissal/resignation) or/and due to non-competition clause.

Total remuneration received by Management Board members and post-employment benefits in 2016 amounted to PLN 8 million. In cost perspective (including provisions), in 2016 the remuneration of all persons who acted as Management Board members, jointly with the post-employment benefits, amounted to PLN 11.7 million.